Letter Enclosing Agreement by clg17778


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									October   23   2008

Martha Williams
P O Box 89
Genoa Nevada 89411

Dear   Martha

Please find enclosed   a   formal agreement that whensigned provides you Phil
Stoll and Gilles LaGourgue       with the
                                   opportunity to join with the Town in obtaining
a single Outdoor Entertainment and Festival permit from
                                                         Douglas County to cover
not only the 2009 Candy Dance but also Peddler Fair Autumn Boutique and
Gilles Menagerie Festival The Town intends to apply for the permit in December

The agreement outlines all terms and conditions for obtaining a single permit in a
cooperative and cohesive manner These terms are based on the meetings that
were held over the last several months between Town
                                                      representatives and you
and   Phil representing Gilles        well as
                                 as             yourselves

Please review and sign both copies and return them to the Town When all

signatures have been obtained you will receive a copy for your files If you have
any questions or concerns please do not hesitate to contact me at 775 782


        Gonzales      ow   Manager
        OF GEN

           THIS AGREEMENT                Agreement is          made and entered into this                     ofNovember
2008      by and between the Town ofGenoa Town   Genoa                             and Martha Williams
Phil Stoll
         Stoll and Gilles LaGourgue LaGourgue herein collectively known as the
Parties and individually may be known as a Parry for the purposes of cooperating in and for
The Candy Dance in 2009 and beyond if agreeable during the time place and date scheduled for
The Candy Dance 2009 and the associated permits events and activities related thereto

           WHEREAS the              Town holds      an   annual event The         Candy Dance   for which          an   Outdoor
Festival Permit is                      and from                            and
                        required by                   Douglas County

           WHEREAS Martha Williams individually and                         on   behalf of Antiques Plus and Peddler
Fair desires      to hold an event      Williams Event          at   the   same   time date   and place       as   The   Candy
Dance      and

           WHEREAS Phil Stoll individually and on behalf ofAutumn Boutique desires                                  to   hold   an

                 at the same time date and place as The
event     Stoll Event                                     Candy Dance and

           WHEREAS            Gilles
                                   LaGourgue individually and on behalf of La Ferme and Gilles
Menagerie        Festival
                            LaGourgue Event desires to hold an event at the same time date and place
as The Candy Dance            and

         WHEREAS the Parties desire to cooperate and share equitably in the                       expenses          planning
      organization of The Candy Dance 2009 and

           WHEREAS           The    Candy Dance and        each ofthe Parties events are held            certain
within the Town of Genoa

           NOW THEREFORE in consideration ofthe aboverecitals
                                                stated                   each and every ofwhich
is                    term and
                          consideration of the Parties and incorporated into their Agreement as
essential terms and conditions hereof and for good and valuable consideration the receipt and

sufficiency      of which is   hereby acknowledged           the Parties and the Town agree        as   follows

1          PURPOSE

           The purpose ofthis Agreement is to            provide a cooperative and cohesive atmosphere wherein
the Parties will      equitably     bear the burden of facilitating their individual          events in a cohesive and

productive     manner to    provide     for                                              of each individual event
                                                  integrated larger   event   composed

           PARTICIPATION 1

             Party shall as avolunteer in the planning organization execution and
                   participate                                                          or
administration of The Candy Dance in 2009 and beyond if agreed Each party shall participate in
one or more of the
                     following areas candy making publicity logistical planning Operations
Committee jurying vendor booths merchandising and the dinner dance Each of Williams
Stoll and   LaGourgue   shall                 in            more of the activities identified in the
                                participate        one or

3       COSTS

        For each booth sold
                            by the Parties in the Williams
                                                     Event the Stoll Event and the LaGourgue
Event   each
          party     agrees to pay to   the Town TWENTY DOLLARS AND 72
                                                SIX                      100 26 per
booth which represents    an
                             equitable share of the fees and services associated with the Douglas
County Outdoor Festival Permit including but not limited to the festival and road closure permits
East Fork Fire and Paramedic Department fees                        s
                                                    Douglas County Sheriff Office fees Nevada
Highway Patrol fees the    creation and
                                        transportation ofReader Boards any costs associated with
vendor parking management ofload and load vendors as required by Douglas County and
                              in             outof
all related and necessary fees and services associated with The
                                                                Candy Dance

4       PAYMENTS
                                                                             v              S

                                                                                                       eC GE
                    to the Town
        Payments                   by each Party     shall be no later tha

5       TERM

        The term of this   Agreement is   for      one   1 year subject   to renewal upon   all Parties written
consent at least nine 9 months prior to the         next   annual event   succeeding The Candy Dance      2009


        Quality   Standards for The    Candy Dance           and each event hosted by each Party shall be

established for all art and craft vendor
                                         products sold during The          Candy Dance 2009 and thereafter
These standards shall be    developed by the Parties and the Town representatives no later than
November    14   2008 and enforced by the Parties and the Town during all times prior to and during
      Candy Dance    2009


             Parry shall obtain general liability insurance in the amount f TWO MILLION
DOLLARS    2 or before January 15 2009 and provide proof ofsame
           000on                                                              tie Town
Such insurance shall be              the Town and name the Town and
                        approved by                                     Douglas County as an
additional insured

8       NOTICES

        Notices and Communications
                                      Notices required or permitted to be given in connection
with this Agreement shall be mailed by certified or registered United States mail postage prepaid
or delivered
             either personal delivery or delivery by private express courier service such as Federal
Express     Notices may also be given by fax provided that i confirmation of
transmission is obtained and ii concurrent notice is given by one of the methods described in the
preceding sentence with deposit in the mail or delivery to the courier to be made no later than the
next   business    day following     the fax transmission The Parties addresses for Notices                 are

          Sheryl Gonzales The Town ofGenoa
          2289 Main Street
          P Box 14

          Genoa     NV 89411

          Martha Williams D
                          A Antiques Plus and Peddler Fair
          P Box 89

          Genoa NV 89411

                     B Autumn
          Phil Stoll D                       Boutique
          1625   Highway 88    Suite 201
          Minden NV 89411

          Gilles   LaGourgue   A
                               D La Ferme and Gilles
                               B                                                      Festival
         P Box 97

          Genoa NV 89411

        The person and the place to which Notices are to be mailed or delivered maybe changed by
either party by written notice to the other p given in accordance with the provisions of this
Section Notices sent in accordance with this Section shall be effective
                                                                        upon receipt or on the date
of refusal to    accept delivery    of such notice


                   Agreement   is   cancellec any
                                    h                    P
                                                         arty    or   the   Town at
                                                                    any time prior to January 15
2009              payments by the cane
        any and all                            Party shall be reimbursed If a Party cancels this
Agreement on or before February 16 2009
                                     Fi Percent 50 ofthe fees paid will be returned to
the cancelling       If aParty cancels this
               Party                        Agree    tat anytime after
                                                                       February 16 2009 no fees
will be returned

10       RISK OF LOSS

          If any portion ofthe Parties Premises are destroyed or materially damaged
                                                                                      before during
or   after The Candy Dance each Party shall bear the risk of loss and shall hold the Town
                                                                                          free clear
and harmless therefrom


         This   Agreement   may be amended and
                                           or                  supplemented by    a written        addendum agreed    to
between the Town and each                   and               the Town and each
                                    Party         signed by                           Party   or   their representatives

          This Agreement shall be binding upon and inure to the benefit of the Parties hereto and their
respective   successors heirs administrators and assigns
19       WAIVERS

        Except as herein expressly provided        ver by a Party or the Town of any breach ofthis

Agreement   shall be deemed to be a waiver of a y other breach
                                                                    by such other Party whether
preceding or succeeding and whether or not of th same or similar nature and no acceptance of
payment or performance by the Town after any b each by a Party shall be deemed to be awaiver of
any breach ofthis Agreement or of any represent
or not another
                                                        warranty hereunder by such Party whether
               Party knows of such breach at the time ofpayment or performance
20       S

        If a Party or the Town brings an act                          in                 enforce
                                                                           equity   to             or
                                                                                                        interpret or seek
redress for breach of this Agreement the p                                in such action shall be entitled to its
         expenses and reasonable attorney                        less   fees in addition to all other appropriate
relief Such shall include an appeal


         This   Agreement   shall be construed and   interpreted        and the rights ofthe Parties determined
in accordance with the laws ofthe State ofNevada                Venue for all   or any proceedings shall be the

Ninth Judicial District Court in and for       Douglas County         State of Nevada


         The headings and               ofthe sections ofthis
                             captions                       Agreement are for convenience ofreference
only   and shall not affect the
                                  meaning or interpretation ofthis Agreement or any provision hereof

23       WAIVER OF OR JUDGE AND JURY                       TRIAL

         The Parties and the Town desires nd intend that

respect to   or   in connection
                            with        this
arbitration proceeding Therefore the Town a
                                                    en t   be   expeditiousto
                                                                                                   between them with
                                                                                             resolution in
                                                 each Pa    hereby waive the right to atrial byjudge
and jury ofany cause ofaction claim counter aim r cross complaint in any action proceeding
or other
          hearing brought by either the Town ag a     a
                                                        Party or a Party against the Town on any
matter whatsoever arising out of or in                 cted with this Agreement the
                                        any way  c
between the Town and a
                          Party concerning the si ject after of this Agreement or the documents
related thereto or any claim of
                                 injury or da    e or th enforcement of any remedy under any
statute law ordinance rule or regulation n     or hereafter   effect concerning such agreements
12        ASSIGNMENTS                                                L
          No   Party may assign it   is  delegate its duties hereunder without the prior written
consent    of the Town which consent                        s
                                     maybe withheld in the Town absolute discretion


          Whenever used        herein   the term including shall be deemed to be followed by the words
without    limitation         Words used in the   singular number shall include the plural and vice
and any   gender shall be deemed to         include each other gender The captions and headings of the
Sections ofthis Agreement are for convenience ofreference only                 and shall   not be   deemed to define
or limit the provisions hereof


          It is understood and agreed that until this Agreement is         fully   executed and delivered   by each
Party   and the      Town there is     not and   shall   not be an   agreement of any kind    between the Parties

hereto upon which any commitment             undertaking
                                                    obligation can be founded It is further agreed

that   once   this
               Agreement     fullyis               delivered it will contain the entire agreement
                                            executed and
between the Parties hereto and that in executing it the Parties do not rely upon any statement

promise or representation not herein expressed and this Agreement once executed and delivered
shall not be modified changed or altered in any
                                                respect except by awriting executed and delivered
in the same manner as required for in this Agreement


       Tirne is ofthe essence of this Agreement and each and every term condition and provision
hereof Ifthe fmal date of any period oftime set forth herein occurs on a Saturday Sunday or legal
holiday then in such event the expiration ofsuch period oftime shall                 be postponed to the next    day
that is not a Saturday Sunday or legal holiday

16        NO              VENTURE
          It i not intended by this    Agreement to and nothing contained in this Agreement shall create
any partnership       joint   venture or other joint or equity type agreement between the Parties and the
Town with respect to any           rights to The Candy Dance Each party is acting as an independent
contractor with the Town                                                                               T
                                                                                                                           v   C
                                                                                           t Ge
                                                                                           y                               r
17        FURTHER ACTS

          Each party         the request of the other execute acknowledge if appropriate and
                         shall   at

deliver whatever additional
                             documents and do such other acts as may be reasonably required in
order to accomplish the intent andpurposes ofthis
                                                  Agreement including but not limited t revisiting
and    revising   the jurying   requirements with        the Parties and the Town   on November       14   200
24           NO   THIRD       PARTY BENEFICIARIES                                               a
             No term    or   provision of this Agreement       is intended to    e      shall be for the benefit of any
person  firm organization               or
                                             corporation    not a   party   hereto   nd  no such other person
organization or corporation             shall have any  right   or cause    of   tion     reunder


             If any   provision of this Agreement or any portion of a term or provision hereof or
                      term or

the  application thereof to any parties or circumstance shall to any extent be invalid or
unenforceable the remainder ofthis Agreement or the application of such term or provision or
portion thereof to parties or circumstances other than those as to which is held invalid or
unenforceable shall not be affected thereby and each term and provision of this Agreement and
each portion thereof shall be valid and be enforced to the fullest extent
                                                                          permitted by law

             IN WITNESS         WHEREOF the Town and the Parties hereto have executed this Agreement
on    the   respective   dates   set opposite their signatures below but this
                                                                              Agreement an behalf of such
party shall be deemed           to   have been dated   as   of the date first above written

Town of Genoa                                               Date

by   and    through its

Martha Williams                                             Date

Antiques Plus             s
                      and Peddler Fair

Phil Stoll                                                  Date
Autumn       Boutique

Gilles      LaGourgue                                       Date
La Ferme
Gilles      Menagerie    Festival

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